Forward Purchase Agreement for Switzerland

Forward Purchase Agreement Template for Switzerland

A Forward Purchase Agreement governed by Swiss law is a legally binding contract where one party commits to purchase specific assets, goods, or commodities from another party at a predetermined price on a future date. This agreement, structured under the Swiss Code of Obligations, provides detailed terms for the future transaction, including pricing mechanisms, delivery specifications, and conditions precedent. It incorporates Swiss legal principles regarding contract formation, performance obligations, and remedies, while offering the reliability and neutrality associated with Swiss commercial law. The document includes comprehensive provisions for risk allocation, payment terms, quality standards, and dispute resolution within the Swiss legal framework.

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What is a Forward Purchase Agreement?

The Forward Purchase Agreement is a crucial commercial instrument used when parties wish to secure a future purchase transaction with predetermined terms. This document type is particularly relevant in situations where businesses need to manage supply chain risks, secure future inventory, or lock in prices for future acquisitions. Under Swiss law, these agreements benefit from a well-established legal framework provided by the Swiss Code of Obligations, offering clarity and predictability in enforcement. The Forward Purchase Agreement typically includes detailed provisions on purchase price calculation, delivery terms, quality specifications, and risk allocation between parties. It's commonly used in international trade and benefits from Switzerland's reputation for commercial neutrality and legal stability. The document is essential for businesses looking to establish legally binding commitments for future transactions while managing price volatility and supply risks.

What sections should be included in a Forward Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the agreement and commercial purpose

3. Definitions: Defined terms used throughout the agreement

4. Subject Matter of Purchase: Detailed description of the assets or goods to be purchased

5. Purchase Price: Specification of the price and payment terms

6. Payment Terms: Details of payment method, timing, and currency

7. Delivery Terms: Specifications for delivery including timing, location, and method

8. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

9. Representations and Warranties: Standard declarations by both parties about their capacity and authority

10. Covenants: Ongoing obligations of the parties until closing

11. Risk and Title: Transfer of risk and ownership provisions

12. Events of Default: Circumstances constituting default and consequences

13. Termination: Circumstances under which the agreement can be terminated

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

15. Notices: Communication procedures between parties

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.

What sections are optional to include in a Forward Purchase Agreement?

1. Price Adjustment: Mechanisms for adjusting the purchase price based on specified criteria or market conditions

2. Quality Requirements: Detailed quality specifications and testing procedures, necessary for goods or commodities

3. Storage and Maintenance: Requirements for storage or maintenance before delivery, relevant for physical goods

4. Insurance: Insurance requirements for the subject matter during the forward period

5. Security Arrangements: Any collateral or security requirements to guarantee performance

6. Force Majeure: Provisions for unforeseen circumstances preventing performance

7. Confidentiality: Non-disclosure obligations, if sensitive information is involved

8. Assignment: Rights and restrictions regarding transfer of rights under the agreement

9. Tax Provisions: Specific tax considerations and allocations

10. Regulatory Compliance: Specific regulatory requirements relevant to the transaction

What schedules should be included in a Forward Purchase Agreement?

1. Schedule 1 - Asset Specification: Detailed technical specifications of the purchase subject matter

2. Schedule 2 - Pricing Mechanism: Detailed calculation methods for the purchase price, including any adjustments

3. Schedule 3 - Delivery Schedule: Detailed timeline and logistics for delivery

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Form of Notice: Template forms for various notices under the agreement

6. Appendix A - Required Documents: List of documents required for closing

7. Appendix B - Compliance Certificates: Forms of compliance certificates required under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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What is a Forward Purchase Agreement?

What sections should be included in a Forward Purchase Agreement?

What sections are optional to include in a Forward Purchase Agreement?

What schedules should be included in a Forward Purchase Agreement?

Authors

Alex Denne

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